##### 



Execution Copy
 SYSTEM EQUIPMENT PURCHASE AGREEMENT
 Agreement Effective Date Cricket Vendor
 RECITALS
       Definitions
 1900 MHz Markets
 Pittsburgh
    
    DaytonSyracuse
    
    Buffalo
  1




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##### 



Central California (includes Fresno, Modesto, Merced and
Visalia)
    
    San AntonioAustin
    
    College StationCincinnati
    
    LouisvilleLexington
    
    San DiegoHouston
    
    Temple/KilleenSalem
    
    EugeneCarolina
    
    Rochester
 Affiliate
 Agreement
  Annual Maintenance Fees
 Applicable Laws
  2




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##### 



Applicable Permits
 Auction 66 Markets
 Auction 66 MarketsBaltimore
    
    ChicagoGreenville
    
    MilwaukeeNorfolk
    
    MinneapolisRichmond
    
    Oklahoma CitySavannah
    
    PhiladelphiaColumbia
    
    SeattleNew Orleans
    
    BirminghamGulfport  Biloxi
    
    HuntsvilleLafayette
    
    St. LouisLake Charles
    
    McAllenMobile
    
    Corpus ChristiBaton Rouge
    
    BrownsvilleBeaumont
    
    LaredoLas Vegas
    
    Washington, DC
 AWS Commitment
 Backwards Compatible Backwards Compatibility
 BTS
 BSC
 beta testing
 
 ***
    
    Certain information on this page has been omitted
and filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.  3




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##### 



Business Day
 Capacity and Performance Warranty
 Change Orders
 Claim
 Claim Notice
 Commercial Launch
 Company
 Company Indemnified Parties
 CPOP
 Cure Period
 Defects and Deficiencies Defects or Deficiencies Defective Deficient
    4




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##### 



Discontinued Equipment Notice
 Discontinued Equipment
 Documentation
 Dollars U.S. $ $
 EFT
 Equipment
 Equipment Change Notice
 Equipment Update
 Equipment Upgrade
 Exhibits
  5




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##### 



Extension Period
 Expansions
 FCC
 FCC License
 FCC Rules
 FCC Warranty
 Fit
 Force Majeure
 Form
 Function
 Governmental Entity
 Hazardous Materials
 Initial System
 In Revenue Service
  6




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##### 



Installation
 Installation and Integration
 Intellectual Property Rights
 Key Performance Indicators (KPIs)
 Liquidated Damages
 Losses
 Maintenance and Instruction Manuals
 Major Software Release
 Market
 Material Adverse Effect
 Net Price
 OEM Equipment
 Operating Manuals
  7




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##### 



Optional Software Features
 PCS
 Person
 PMSI
 Previous Agreement
 Products
 Proprietary Information
 Punch List provided
 Purchase Order
 Purchaser
 Related Entity
 Release
 RF
  8




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##### 



RTU License
 Service Completion Notice
 Services
 Site
 Software
 Software Update
 Source Code
 Spare Parts
 Specifications provided
  9




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##### 



Statement of Work
 Subcontractor
 Support Period
 System
 System Facility
 Taxes
 Term
 Training
 Vendor
 Vendor Developments
 
 ***
    
    Certain
information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.  10




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##### 



Warranty
 Warranty Period
 Work
 Other Definitional Provisions provided that provided further
  
 ***
    
    Certain information on this
page has been omitted and filed separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.  11




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##### 



Scope of Work
 Review of Agreement
 Eligibility under Applicable Laws and Applicable Permits
  12




---



##### 



Further Assurances
 Liens and Other Encumbrances
    provided that
 Duty To Inform Itself Fully; Waiver of Defense
  13




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##### 



Joint Ventures and Designated Entities Related
Entity
  Purchase Orders
 
 
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested with respect
to the omitted portions.  14




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##### 



Delivery under the Agreement
 Order Acceptance
   Inventory Control and Bar-coding
  15




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##### 



Purchase Money Security Interest PMSI
 Conveyance of Products Convey Conveyance
  Subcontractors
 Vendors Liability
  16




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##### 



No Effect of Inconsistent Terms in Subcontracts
 Assignability of Subcontracts to Cricket
 Removal of Subcontractor or Subcontractors Personnel Request for Removal
 Subcontractor Insurance
 Review and Approval not Relief of Vendor Liability
  17




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##### 



Vendor Warranties provided that
 Payment of Subcontractors
 Copies
  Prices
 Functionally Accurate Quote
  18




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##### 



Taxes Taxes
 Payment
 
 ***
    
    Certain information on
this page has been omitted and filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.  19




---



##### 



1 2
 Currency and Place of Payment
 Purchase Commitment
 
 ***
    
    Certain information
on this page has been omitted and filed separately with the Commission. Confidential
treatment has been requested with respect to the omitted portions.  20




---



##### 



Transportation
 
 ***
    
    Certain information on this
page has been omitted and filed separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.  21




---



##### 



Services
 No Interference
  FCC Rules
  22




---



##### 



FCC Warranty
    Documentation
 Standards for Manuals
    23




---



##### 



Equipment and Data
 Training Training
 Manuals and Training
  Acceptance Procedures
 Factory Tests.
  24




---



##### 



Service Completion and Project Completion Notices Service Completion Notice
 Project Completion Notice
 Completion Notice
 Costs and Expenses
  Change Orders Changes
  25




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##### 



Change Order provided that
 Cancellation
  Notice of Discontinuation Discontinued Equipment Notice Discontinued Equipment
 
 ***
    
    Certain information
on this page has been omitted and filed separately with the Commission. Confidential
treatment has been requested with respect to the omitted portions.  26




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##### 



Support Period
  Discontinuation During Warranty Period
 Discontinuation After Warranty Period
 
 ***
    
    Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been requested with respect to the
omitted portions.  27




---



##### 



RTU License RTU License
 Companies Obligations
     28




---



##### 



Backwards Compatibility Software
Backwards Compatibility Warranty
  29




---



##### 



Transfer and Relocation
      30




---



##### 



Termination and Survival
 Access to Source Codes
   31




---



##### 



Ownership of Intellectual Property
  Software
 Software Releases
 Notice
  32




---



##### 



Installation, Testing and Maintenance
 Software Fixes
 Equipment
 Equipment Updates Equipment Combined
Release
   33




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##### 




    Equipment Fixes
 
 ***
    
    Certain information on this page
has been omitted and filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.  34




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##### 



Equipment Backwards Compatibility Warranty Equipment Backwards Compatibility Warranty
 Notice of Developments
 Vendor Developments Vendor Developments
 Participation in Testing provided that
 Class A Retrofit Notice .
  Intellectual Property Infringement Company Indemnified Parties
  35




---



##### 



Intellectual Property Rights Claim Notice
  36




---



##### 



Vendors Obligation to Cure
 Exclusions From Vendors Obligations
  37




---



##### 



Infringement Related To OEM Equipment
  Additional Definitions
  Total Outage
 for ,
 for ,
 for [ ,
 
 ***
    
    Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the omitted
portions.  38




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##### 



Liquidated Damages Liquidated Damages
 Liquidated Damages Relating to Equipment Availability and Delivery
  
 ***
    
    Certain information on
this page has been omitted and filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.  39




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##### 



Equipment Item
    
    Equipment Delivery Date[***]
    
    [***] from PO Date[***]
    
    [***] from PO Date[***]
    
    [***] from PO Date[***]
    
    [***] from PO Date[***]
    
    [***] from PO DateTable A: Equipment Delivery
  Liquidated Damages for Vendor Product Outages
  
 ***
    
    Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the omitted
portions.  40




---



##### 



Network Element
    
    Measurement
    
    Outage Limits[***]
    
    Total Outage
    
    [***] in the [***] period
immediately following
Commercial Launch of Initial
System[***]
    
    Total Outage
    
    [***] per BSC per
rolling [***]
period[***]
    
    Total Outage
    
    [***] per element in the
[***]period immediately following
Commercial Launch of
Initial System
 Table B: Total Outage Criteria
    
 ***
    
    Certain information on this page has
been omitted and filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.  41




---



##### 



Payment of Liquidated Damages
  
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested with respect
to the omitted portions.  42




---



##### 



Excusable Delay Force Majeure
 Notification
 Negotiation.
  Products and Services Warranty Products and Services Warranty
 Return of Products
  43




---



##### 



Warranty Claim Procedures
  Technical Assistance
 Scope of Warranties
    44




---



##### 



e.g.
    Third Party Warranties
 Additional Sites
 EXCLUSIVE REMEDIES
  45




---



##### 



Indemnity
  Claim for Losses
  46




---



##### 



Limitation of Vendor Liability
    
   47




---



##### 



Limitation of Cricket Liability
 Special Limitations
   Representations and Warranties of Cricket
 Due Organization
 
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.  48




---



##### 



Due Authorization; Binding Obligation
 Non-Contravention
 Products Not For Resale
 Representations and Warranties of Vendor
 Due Organization
 Due Authorization; Binding Obligation
  49




---



##### 



Non-Contravention
 Regulatory Approvals
 Non-Infringement
 Requisite Knowledge
 Financial Capacity
  50




---



##### 



Dispute Resolution
 Tolling
  Termination by Cricket
  51




---



##### 



Vendor Events of Default Vendor
Event of Default
  Material Adverse Effect
   
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.  52




---



##### 



Discontinuance of Work
 Payments provided that
 Continuing Obligations
  53




---



##### 



Vendors Right to Terminate
  provided that
     54




---



##### 



Amendments
 Company Liabilities
 Assignment
 Notices
  
  
  55




---



##### 



Governing Law
 Remedies
 Consent to Jurisdiction
  56




---



##### 



Compliance with Law
 Headings
 Severability
 Waiver
 Public Statements and Advertising
  57




---



##### 



Records and Communications
 Intellectual Property Rights
 Financing Requirements
  58




---



##### 



Cricket Review, Comment and Approval
 Confidentiality Proprietary
Information
  59




---



##### 



(i)
    
    is published or is otherwise in the public domain through no
fault of or breach of this Agreement by the receiving Person at the time of
any claimed disclosure or unauthorized use by the receiving Person;(ii)
    
    prior to disclosure pursuant to this Agreement is properly
within the possession of the receiving Person without an obligation of
confidentiality to the disclosing Person;(iii)
    
    subsequent to disclosure pursuant to this Agreement is
lawfully received from a third party having rights in the information without
restriction of the third partys right to disseminate the information and
without notice of any restriction against its further disclosure;(iv)
    
    is independently developed by the receiving Person or is
otherwise received through parties who have not had, either directly or
indirectly, access to or knowledge of such Proprietary Information;(v)
    
    is obligated to be produced under order of a court of
competent jurisdiction or other similar requirement of a Governmental Entity,
so long as the Person required to disclose the information provides the other
Person with prior notice of such order or requirement and its cooperation to
the extent reasonable in preserving its confidentiality; or(vi)
    
    the disclosing Person agrees in writing is free of such
restrictions.
    60




---



##### 



Entirety of Agreement; No Oral Change
 Relationship of the Parties
  61




---



##### 



Discretion
 Non-Recourse
 Improvements, Inventions and Innovations ,
 Attachments and Incorporations
 Integration; Conflicts
 References to Certain Sources
  62




---



##### 



provided that
 Counterparts
 Cooperation
 Survival
  63




---



##### 



NORTEL NETWORKS INC.
 By:
    /s/ Craig SteinName:
    Craig SteinTitle:
    VP Sales  US Region West  CRICKET COMMUNICATIONS, INC.,
 By:
    /s/ Glenn T. UmetsuName:
    Glenn T. UmetsuTitle:
    EVP, ETOTax I.D. Number: 33-0879924  ALASKA NATIVE BROADBAND 1 LICENSE, LLC
 By:
    /s/ Glenn T. UmetsuName:
    Glenn T. UmetsuTitle:
    EVO, ETOTax I.D. Number: 201919852  64




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##### 



EXHIBIT A01
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 PRICING DISCOUNTS
   
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with regard to the omitted portions.




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##### 



EXHIBIT A-02
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 ANNUAL MAINTENANCE AND SOFTWARE FEES
 1.0 Annual Maintenance Fee (AMF) Assumptions.
      
 ***
    
    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




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##### 



EXHIBIT A-03
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 OPTIONAL EQUIPMENT PRICING AND PROGRAMS
   
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




---



##### 



EXHIBIT A-11
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 SPARES LIST
 Table A: Spares Allotment
 MTX
    
    BSC
    
    EVDO
    
    BTS Spares KitRegion
    
    Spares Kit
    
    Spares Kit
    
    Spares Kit
    
    CMO-E
    
    3231Seattle
    
    1
    
    1
    
    1
    
    10
    
    5Gulf Coast Region
    
    1
    
    1
    
    2
    
    12
    
    6Southwest Texas Region
    
    0
    
    0
    
    2
    
    11
    
    0East Region
    
    1
    
    1
    
    1
    
    28
    
    12
 MTX Spares Kit
 Quantity
    
    Order Code
    
    Description[***]
 [One Page of Technical Data Omitted Pursuant To A Confidential Treatment Request]
 BSC Spares Kit
 Quantity
    
    Order Code
    
    Description[***]
 BTS Spares Kit
 Quantity
    
    Order Code
    
    Description[***]
 EVDO Spares Kit
 Quantity
    
    Order Code
    
    Description[***]
 
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




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##### 



EXHIBIT A-12
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 TRAINING DOLLARS
  For
illustrative purposes only, if an initial greenfield Auction 66 Market build-out is quoted covering
[***] Covered POPs, then amount the pro-rata basis would be [***] CPOPs/[***] CPOPS and the product
of such would be multiplied by the $[***] Training Dollars. The pro-rata result for such Auction
66 Market would be $[***] worth of Training Dollars to be made available for such Auction 66
Market.
     
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
 A 12-1




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##### 



(NORTEL LOGO)
    
    (LOGO)
 EXHIBIT A-13
 TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 TRAINING CURRICULUMS, POLICIES AND PROCEDURES
 Training Curriculums
  CDMA
Switch Core Technician
  
 Training Class Descriptions
 * Descriptions and course content subject to change at Nortels discretion
 4501W




---



##### 



4507W
  4508W
  1021W
  1028A
  3097A
  0886A
  1049A
  1026F
  4503W
   4506W
  0861Z
   
 
 0871A




---



##### 



CDMA Cell Site/Field Technician
 
 Training Class Descriptions
 * Descriptions and course content subject to change at Nortels discretion
 4501W
   4502W
   4504W
  4505W
  4508W




---



##### 



4511Z
  4513Z
  CDMA Performance and Capacity Engineer
  
 Training Class Descriptions
 * Descriptions and course content subject to change at Nortels discretion
 4508W
  4501W
   4502W




---



##### 



4504W
  4505W
  1201F
    
 
 
 1021W
  0864XB
  
 
 1026F
  1202
  1203




---



##### 



CDMA Switch Access Technician
  
 Training Class Descriptions
 * Descriptions and course content subject to change at Nortels discretion
 4501W
   4502W
   4504W
  4505W




---



##### 



4507W
  4508W
  4521Z
  4541Z
  4513Z
  4524A
  4523A
  Training Policies
 Block Booking or Session Buyouts
   Cancellation
 Open Enrollment Classes
  Cancellation for Facilitated eLearning and Hands-in eLearning courses




---



##### 



Cancellation For Customer Site Training Sessions
  Cancellation for Training Facility Buyout Sessions
  Cancellation for Self-Paced Courses (Video, Web-based, CD-ROM)
  Cancellation by Nortel
   Class Participation
  Confirmation
  Course Access
  Courseware Copyright
  Customer Site Training Sessions
  Facilitated and Hands-in Courses
     Inclement Weather
  Merchandise Return




---



##### 



Miscellaneous
  Payment
  Prerequisites
  Pre-work
  Registration
  www.nortelnetworks.com/register
  Sexual Harassment
  Substitution
    Travel Arrangements
  Weapon-Free Policy




---



##### 



Training Procedures
 Four Easy Steps to Purchase a Course:
 1  Select your course:
     2  Add the course to the Shopping Cart:
   3  Complete the Checkout form:
   4  Submit Your Order:
   Training Contacts
 (877) 662-5669 (972) 362-3999
 Top-level menu for customer support
  Press 1
 Press 2
 Press 3
 Press 4
 Press 5
 Press 8
 nortel.com/training




---



##### 



EXHIBIT A-14
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 AFFILIATE OR RELATED ENTITIES PRICING MODEL
     
 ***
    
    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions. 1




---



##### 



EXHIBIT B
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 CANCELLATION CHARGES FOR SWITCH, BTS AND BSC PRODUCTS
 1.0
    
    Cancellations relating to Switch, BSC, and BTS Products.1.1
    
    If Owner cancels all or part of an Order for Products being engineered and installed by
Nortel Networks, Owner shall pay Nortel Networks a cancellation charge for each Product that
has been cancelled in accordance with the following schedule:
 Days Prior to Ship Date
    
    Cancellation Fee[***]
    
    [***]
 In the event Owner cancels all or part of an Order for furnish only Products, Owner shall
pay Nortel Networks a cancellation charge for each Product that has been cancelled in
accordance with the following schedule.
 Days Prior to Ship Date
    
    Cancellation Fee[***]
    
    [***]
 1.3
    
    Owner may not cancel a Purchase Order subsequent to the date the Product is shipped.2.0
    
    Cancellation of Services2.1
    
    In accordance with Section 9.2 of the Agreement, Owner may cancel any Purchase Order relating
to Services prior to Vendors completion. In the event Owner cancels any such Purchase Order,
in whole or in part, Vendor shall be entitled to receive reimbursement of all expenses
incurred in performance of such Services as of the date Vendor receives notice of such
cancellation; provided that, Vendor shall also be entitled to reimbursement of any expenses
resulting from the wrap up of such cancelled Services.3.0
    
    Any cancellation charges due to Vendor pursuant to this Exhibit shall be invoiced upon
receipt of Owners written cancellation notice.4.0
    
    The payment of the charges described in this Exhibit shall be Vendors sole remedy and
Owners sole obligation for such canceled Purchase Order(s).
  
 ***
    
    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




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##### 



EXHIBIT C
TO
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 INSURANCE
  §
    
    Workers Compensation insurance with statutory limits as required in the state(s) of
operation; and providing coverage for either partys employee entering onto Owner premises,
even if not required by statute. Employers Liability or Stop Gap insurance with limits
of not less than $[***] for each occurrence.§
    
    Commercial General Liability Insurance covering claims for bodily injury, death,
personal injury or property damage occurring or arising out of the performance of this
Agreement, including coverage for independent contractors protection (required if any work
will be subcontracted), premises-operations, products/completed operations and contractual
liability with respect to the liability assumed by either party hereunder.The limits of insurance shall be:
 Each Occurrence (Bodily Injury/Property Damage)
    
    $[***]General Aggregate Limit (Annual Aggregate)
    
    $[***]Products-Completed Operations Limit (Annual Aggregate)
    
    $[***]
 §
    
    Comprehensive Automobile Liability Insurance covering ownership, operation and
maintenance of all owned, non-owned and hired motor vehicles used in connection with the
performance of this Agreement, with limits of at least $[***] combined single limit for
bodily injury and property damage.
    
 ***
    
    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




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##### 








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##### 



EXHIBIT D
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 PURCHASING PROCESS
     
    
    Hardware items with Supplier part numbers, description, quantity, cost per item,
extended cost, applicable discounts and effective 
date(s).
    
    Software items with Supplier part numbers, description, quantity, cost per item,
extended cost, applicable discounts and effective 
date(s).
    
    Services with Supplier item numbers (when applicable), description, unit of measure,
cost per service, extended cost, applicable discounts and effective date(s).
      1




---



##### 



Purchase Order Address
  Nortel
2201 Lakeside Blvd.
Mailstop 992/02/G70
Richardson, TX 75082
 IDA FAX# 800-752-1294
Email: ocwest@nortel.com
  2




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##### 



EXHIBIT E
TO THE CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 LEAD TIMES/INTERVALS
 
    
    Interval for CDMA MTX Initial host jobs that require only MTS (Made to Stock) and/or B/E
frames (Back End frames)The supported interval for forecasted orders is [***] from the date of Vendors acceptance
of the applicable Purchase Order to the date the Product is shipped. Add an additional
[***] if not a forecasted order.
    
    Interval for CDMA MTX Initial host jobs that require MTO (Made to Order) framesThe supported interval for forecasted orders is [***] from the date of Vendors acceptance
of the applicable Purchase Order to the date the Product is shipped. Add an additional
[***] if not a forecasted order.
    
    Interval for CDMA MTX Extension jobsThe supported interval for forecasted orders is [***] from the date of Vendors acceptance
of the applicable Purchase Order to the date the Product is shipped. Add an additional
[***] if not a forecasted order.
    
    Interval for CDMA BTSs & BTSs expansionsThe supported interval for forecasted orders is [***] from the date of Vendors acceptance
of the applicable Purchase Order to the date the Product is shipped. Add an additional
[***] if not a forecasted order.
    
    Interval for CDMA BSC jobs & BSC expansionsThe supported interval for forecasted orders is [***] from the date of Vendors acceptance
of the applicable Purchase Order to the date the Product is shipped. Add an additional
[***] if not a forecasted order.
    
    Interval for CDMA BSM
  
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
 E-1




---



##### 



***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
 E-2




---



##### 



EXHIBIT F
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 SAMPLE STATEMENT OF WORK & RESPONSIBILITY ASSIGNMENT MATRIX
  Version 1.0
Date:
Customer:  Project:
Markets:
   
 ***
    
    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




---



##### 








---



##### 








---



##### 



EXHIBIT G
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 Service Completion Notice (SCN)
 List of COEOs for attached SCNNortel SignatureCustomer Signaturecoeo
    
    project number
    
    ship city
    
    ship state
    
    Act K




---



##### 



EXHIBIT H
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 Acceptance Test Plan (ATP)
    
 ***
    
    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested
with respect to the omitted portions.




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##### 



EXHIBIT I
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 CDMA NETWORK DIAGRAM
     
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions 1




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##### 



EXHIBIT K
 TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 SYSTEM CAPACITY & PERFORMANCE REQUIREMENTS
 Introduction
  1 System Summary
   2 Capacity & Performance Requirements
     
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Commission. Confidential treatment has been requested with respect to the omitted portions 1




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EXHIBIT M
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 PROJECT TIMELINES
    
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Commission. Confidential treatment has been requested with respect to the omitted portions.
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EXHIBIT N
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 CDMA LABORATORY REQUIREMENTS
    
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    Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




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EXHIBIT O
 TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 PLANNING FOR NEW TECHNOLOGY AND SYSTEM EVOLUTION
     
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EXHIBIT P
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 PRODUCT SPECIFICATIONS
  [***]
  
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EXHIBIT R
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 DOCUMENTATION/MANUALS
    Ø
    
    integrated with the Technical Support Portal, offering broader searching capabilitiesØ
    
    more current because updated documents are posted more frequentlyØ
    
    available at no charge
  Ø
    
    improved accessibility, making it easier to locate just the information you needØ
    
    enhanced tools, interfaces, standardized document descriptors (metadata) and
inter-document linkingØ
    
    a more common look and feel across all product areas
  Ø
    
    http://www.nortel.com/Ø
    
    http://www130.nortelnetworks.com/go/main.jspØ
    
    http://www.nortel.com/servsup/documentation/ntda.html#dvd







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Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXHIBIT T
 TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 VENDOR TAS WARRANTY SERVICES
  Cricket Premium Technical Support
        Technical Assistance Service (TAS)
  
    
    Diagnosing routine hardware/software problems
 
    
    Troubleshooting problems using diagnostic utilities
 
    
    Providing advice on how to detect and resolve hardware- and network-related problems
 
    
    Advising on issues requiring hardware replacement
 Note: Nortel will investigate the issue using reasonable investigative techniques to verify that
the products covered by the support plan are working according to specifications. If the issue is
found to be the result of product(s) not covered by a support plan, Nortel, with customer approval,
will continue to investigate the issue at the then-current Nortel time and materials fees plus
associated travel and living expenses. Upon request, Nortel will provide the results of the
investigation directly to any vendor that has completed interoperability testing.
 
    
    Analyzing basic trace/log/dump/Operational Measurement (OM) information
 
    
    Performing root cause analyses of emergency incidents at Nortels discretion
 
    
    Identifying and resolving code-level problems
 
    
    Supporting the testing and releasing of code corrections
 
    
    Providing regular, ongoing updates on case progress to the customer using agreed-upon media
  T1-1




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##### 




    
    Providing case resolution and agreeing on case closure
    Emergency Recovery (ER)
      Technical Support Deliverables
  
    
    Case status:case status available by calling the Nortel Call Center or through the Nortel case tracking system via the Nortel
website, www.nortel.com.
 
    
    Root cause analysis report: if applicable, for supported loads only (see Appendix C for availability and Appendix D for SLA
objectives).
 
    
    Clarify Bulletin Systems:technical document advising the customer to prevent issues on its network as appropriate. Clarify
Bulletin Systems are created to make customers aware of problems in a system and/or corrections/upgrades to their systems.
The CBs are issued for one of the following reasons:
 - Service-impacting documentation deficiencies- A temporary workaround for a product deficiency with a commitment for a permanent fix to be available
  T1-2




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##### 



Note : Every CB shall have a cancellation plan or expiration date assigned
 - CBs can be
accessed through www.nortel.com
 Nortel Responsibilities
  
    
    Providing access to the Nortel Call Center which is the single point of contact for the receipt of all customer support calls and
inquiries. The Call Center is available 24 hours a day, 365 days a year. Incoming calls may be connected to an Automatic Call Distribution
(ACD) system and may be recorded and/or monitored for quality purposes. After selecting the appropriate product support group via the
Express Routing Code (ERC), the customer simply enters the activated Site-ID or PIN and is then immediately transferred to a Technical
Support Engineer as available. Where toll-free access is not available, the customer will be responsible for any telecommunication facility
charges and/or long distance toll charges associated with access to the call center.
 
    
    Providing access for customer sites in Canada, the United States, and Puerto Rico/U.S. Virgin Islands to the Nortel technical support
organizations by calling the Nortel Call Center at:1-800-4NORTEL(1-800-466-7835) or (1-919-905-4210)
 
    
    Providing access to the Nortel case tracking system via its website, www.nortel.com, where available and at Nortels discretion. This
tracking system enables the customer to open and view cases via the website. The customer will be responsible for any telecommunication
facility charges and/or long distance toll charges associated with access to the Nortel website.
 
    
    Assigning a unique reference number from its case tracking system when the customer reports a problem and recording the time the report was
received. Nortel will request that the customer agree to a case priority level in accordance with the guidelines set out in Appendix B.
 
    
    Providing Knowledge Management and On-Line Support. The customer will be entitled to access Nortels Customer Support website (or successor
in title) 24 hours a day, 7 days a week, and 365 days a year. Nortels Customer Support website is currently located at www.nortel.com. The
information will be made available to the customer when it is made generally available for distribution by Nortel. The customer must
acknowledge and agree that access to the Customer Support website may be conditional upon customer compliance with all Nortel security
requirements and/or other terms as deemed necessary by Nortel. Depending on the product, information and/or tools available to the
customer on the website may include:
 - Problem solutions knowledge database- Status review of known software problems- Problem case status- On-line information forums- Access to technical information (on a read only basis) which will enable current status reports to the customer.
 Customer Responsibilities
    T1-3




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##### 




    
    Performing day-to-day maintenance and network operations
 
    
    Monitoring network and system alarms
 
    
    Performing diagnoses in accordance with instructions provided by
Nortel and carrying out initial remedial actions including remote
diagnosis
 
    
    Operating and controlling the customers internal help desk for
logging and tracking problem reports, inquiries, prioritizing
events, and escalating as required to Nortels technical support
group
 
    
    Gathering data at Nortels direction
       Remote Access to Customer Network
     T1-4




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##### 



Remote Access Validation
  VPN Gateway Placement
   Remote Access by Nortel
  Service-Level Agreement without High-Speed Access
  Assumptions
  
    
    Only products specifically identified are covered under the support plan.
 
    
    Nortel support obligations are expressly conditional upon the products not being (i) subject to
unusual mechanical stress or unusual electrical or environmental conditions; (ii) subject to
misuse, accident or disaster including without limitation, fire, flood, water, wind, lightning or
other acts of God; or (iii) altered or modified unless performed or authorized by Nortel.
 
    
    The customer will only be able to report E1 and E2 outages or Business Critical cases by
telephone. These calls will be forwarded to the Nortel Emergency Recovery team and handled in
the manner described in the section on Emergency Recovery. Business Critical, Major, and Minor
cases shall be addressed as described in Appendix B.
 
    
    Customers may access the Nortel Call Center in order to escalate a case to higher levels of
management within Nortel, as necessary.
 
    
    Once agreed upon, any changes to the scope of the project requirements will result in the
requirement for a Job Change Order (JCO) with additional charges on a time-and-material basis.
 
    
    All similar products within the network must be covered under similar service levels. If the
provided product count is inaccurate or the product count/configuration changes during the
support period, then the Support Services plan may be modified to reflect such changes.
 
    
    All Nortel products of the same type must be entitled to receive the same level of support.
Warranty services address product defects only. Products under a support plan cover both defects
and non-defects. When a product is purchased and is under warranty, and the customer has the same
product type in the network under a support plan, the product under warranty must be uplifted to
the same level of support as the other products under a support plan. The support plan pricing
will be based on the enhanced coverage of the Support Service plan. For the purpose of providing
Support Services, Nortel will have the right at any time to audit a contracted site through
software, remote polling or other reasonable means to verify the sites in-service inventory
against the contracted equipment to confirm the customers network size and/or to verify the
software status.
  T1-5




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##### 




    
    Nortel will from time to time assess the products offered and supported. The assessment will be
based on technology, market development, product deployment, and support requirements and may
identify certain products that will be discontinued. Nortel reserves the right to modify or to
terminate any Support Service purchased by the customer for products that have been discontinued.
Subject to the then-current Nortel policies, continued support for any discontinued products
beyond the effective date of discontinuance may be provided on a reasonable basis, as determined
by Nortel.
 
    
    When Nortel is proposing the purchase of Support Services for a term of more than one year
(Multi-year Term), proposed pricing reflects anticipated standard inflation and changes in the
warranty status of specified products. If the product count, the product value or the installed
base changes or if year-over-year inflation after Year One exceeds 5% in any single year during
the Multi-year Term, then the price may be revised; in which case the customer will be required
to issue a modified PO.
 
    
    Contracted services will be renewed automatically. To avoid automatic renewal of the Support Plan
contract, the customer must work with a Nortel Account Representative ahead of the contract
expiry date in order to identify the services and network coverage that will be applicable for
the renewal period. Upon receipt of this information, Nortel will provide a renewal quote
including pricing for the subsequent term. At this point, the customer can validate the proposal
information and submit a PO for the renewal year. The renewal PO should be received 30 days prior
to the expiry of the existing annual contract to avoid disruption of service coverage.
 
    
    Nortel will log all calls for record keeping purposes regardless of potential case classification.
 
    
    A purchase order must be provided to Nortel to facilitate the billing of services that are not
specifically identified as part of this service.
 Exclusions
  
    
    Providing root-cause analysis, fault reports, or lead-time/performance metrics unless
specifically contracted for these services.
 
    
    Providing Support Services for any Nortel products purchased from unauthorized sources unless
such products are certified by Nortel in order to qualify for Support Services. Support Services
cover Nortel products purchased either from Nortel or from an agent authorized by Nortel. In
addition, Nortel is not responsible for supporting third-party product(s) that are not under a
support contract. Incorporating software corrections into software releases prior to the
then-current supported software release(s). Nortel reserves the right to incorporate software
corrections into future software releases.
 www.nortel.com
    Timelines
  
    
    Number and type of network elements to be connected
 
    
    Customer responsiveness in completion of connectivity checklists and to coordinate with Nortel firewall access
  T1-6




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##### 



Technical Account Management (TAM)
  Service Deliverables
 
    
    Acts as a single point of contact for specific customer technical support related needs.
 
    
    Acts as a liaison between the customer and Nortels technical support community.
 
    
    Manages all customer technical escalations and critical issues by ensuring the appropriate Nortel resources are
engaged to facilitate a timely solution and customers expectations are met.
 
    
    Performs daily assessment of the account case work-on-hand. Tracks progress and engages all levels of technical
support to ensure timely case updates. Expedites problem resolution.
 
    
    Performs routine case reviews providing customized metric reporting in order to track performance.
 
    
    Prime for case management, striving for Service Level Agreement (SLA) compliancy. Conducts routine case reviews
with the customer, discussing current case load, progress and action plans.
 
    
    Responsible for understanding the customers network, products and site specific data.
 - Attends customer meetings, face-to-face or via conference call, to address service
deliverables and discuss specific customer
    concerns.- Monitors customer satisfaction. Reviews verbatim reports, customer value metrics and
drives corrective actions relative to 
   Nortel technical support performance.- Is aware of customer contract data, technical content coverage and contract expiration dates.
  
    
    Increase in customer satisfaction and customer loyalty.
 
    
    Increase in case responsiveness and fix response times.
 
    
    Enhanced Customer interaction/relationship
 Customer Responsibilities
      T1-7




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##### 



Assumptions
 
    
    TAM Services provided outside of the scope of the identified TAM
Support Services plan may be billable and paid for by the
customer, in addition to the pricing for the TAM Support Services
plan.
 
    
    Nortel will, from time to time, assess TAM Service deliverables
offered. The assessment will be based on technology, market
development, product deployment and support requirements and may
identify certain products that will no longer be supported.
Nortel reserves the right to modify or to terminate any TAM
Support Service purchased by the customer for products that have
been discontinued. Subject to the Nortel then-current policies,
continued support for any discontinued products beyond the
effective date of discontinuance may be provided on a reasonable
basis as determined by Nortel.
 
    
    Contracted services will not be renewed automatically should the
customer send in a PO and request continued service. In order to
renew a Support Services plan, the customer should work with a
Nortel Account Representative ahead of the contract expiry date in
order to identify the services and network coverage that will be
applicable for the renewal period. Upon receipt of this
information, Nortel will provide a renewal quote including pricing
for the subsequent term. At this point, the customer can validate
the proposal information and submit a PO for the renewal year. To
ensure no disruption of service coverage, the renewal PO should be
received 30 days prior to the expiry of the existing annual
contract.
 Exclusions
 
    
    TAM Support Services cover Nortel products purchased either from
Nortel or from an agent authorized by Nortel. Nortel will not be
obligated to provide TAM Support Services for any Nortel products
purchased from unauthorized sources unless such products are
certified by Nortel. In addition, Nortel is not responsible for
supporting third-party product(s) not supplied by Nortel or its
agents unless specifically agreed to by Nortel.
 Note: Nortel certification services are available for additional fees.
 Repair  Advanced Shipment
     Customer Responsibilities
  
    
    Pay all applicable duties, taxes, and other charges associated with the importation of the replacement (or repaired)
FRU into the country of destination.
 
    
    Use the specifically assigned part request number(s) provided by Nortel and include completed Nortel Fault Report Forms
when returning any FRU.
 
    
    Adhere to packing instructions provided by Nortel (including anti-static precautions) when returning the defective unit.
 
    
    Put the replacement (or repaired) FRU into service.
  T1-8




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##### 



Note : On-site repair and on-site replacement labor are not included with Repair Services.
 Specific for Advance Shipment
  Note : The Nortel Material On Loan Policy (MOL) can be provided.
 Assumptions
  
    
    Nortel will incur the expense of shipping the replacement (or repaired) FRU to the customer using a
method and carrier selected by Nortel. Nortel is responsible for loss of, or damage to, a FRU while
it is in possession by Nortel or in transit to the customer. Nortel does not guarantee the arrival
time of the replacement (or repaired) FRU.
 
    
    Unless required for operational reasons and agreed upon with Nortel, the replacement (or repaired)
FRU will be at the then-current minimum hardware, firmware, and software release levels, as they are
made Generally Available (GA) by Nortel.
 
    
    Nortel warrants the replacement (or repaired) FRU to be free from defects in workmanship and
material attributable to Nortel for a period of 12 months from the replacement (or repaired) date.
 
    
    Nortel reserves the right to reject the return of any FRU that does not clearly display the specific
part request number (RMA number).
 
    
    As part of the Repair Service, Nortel will monitor all faulty circuit pack returns for No Fault
Found (NFF) from the customer. The term NFF refers to a pack that upon receipt by Nortel is tested
and found to comply with applicable Nortel specifications. All returns classified as NFF that are
greater than 10% of the total circuit pack return volume from the customer will be subject to the
per-incidence repair service fee, as published by Nortel. Nortel will measure the total circuit pack
return volume on a quarterly basis.
 Exclusions
  
    
    Repair Services do not include Emergency Part Dispatch. For emergency situations requiring next-day
shipment, the customer may request the Nortel Emergency Parts Dispatch service.
 - Emergency repair support is accessible 24 hours a day, seven days a week- Emergency service is subject to the terms and conditions of such service and subject to
additional fees, as published in the
   Nortel Price List- Under the Emergency Parts Dispatch service, Nortel will exercise all reasonable efforts
to ship an equivalent FRU on the next    day, subject at all times to Nortel having a
functionally equivalent FRU in stock.- The choice of delivery carrier and freight charges will be the customers responsibility
 
    
    Hardware upgrades
 
    
    Coverage for: (i) consumable items and supplies that are used up during normal product operation
(such as printer ribbons, light bulbs, fuses, filters, etc.), (ii) original equipment manufacturer
(OEM) products/vendor equipment and the customers third-party equipment not furnished by Nortel,
(iii) cable plant, (iv) miscellaneous network hardware furnished by Nortel (such as monitors,
printers, modems, etc.), (v) power equipment (such as fuse panel, batteries, miscellaneous
hardware, racks, cabling, etc.), and (vi) major system assemblies (such as frames, bays, shelves,
line drawers, etc.).
  Third-Party Product Spares-Next Day
  
    
    Technical Support
  T1-9




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##### 




    
    Third-Party Product Spares (dispatch of replacement part and dispatch of a field technician for
on-site installation with a next-day target arrival at contracted customer sites).
    
    
    Receive dependable remote technical assistance and emergency recovery for issues associated with the operation and maintenance of Nortel products
in the customers network.
 
    
    Save spares hardware capital and expense because the service:
 - Eliminates dedicated spares inventory and lost spares hardware costs- Saves the cost of financing non-revenue-producing inventory- Saves on the expense of repairing and making baseline changes to sparing inventory- Saves the cost associated with inventory taxes
 
    
    Save inventory management capital and expense because the service:
 - Saves costs associated with inventory management tools, storage cabinets, and local and central warehousing.- Eliminates or reduces delivery and shipping costs.
 
    
    Eliminate resource requirements for personnel associated with:
 - Defective parts return management- Process management- Inventory planning and administration- Tracking and baseline control- 24x7 warehousing management- 24x7 parts delivery and installation- Hiring and training of field maintenance personnel
 Service Deliverables
 Technical Support
  Note: Please refer to Technical Support section of this document for details
  
    
    Contract Administration (or Spares Program Office) to support communications and administrative issues relating
to the service.
 
    
    A single point of contact  the Nortel Managed Spares Call Center  for placing replacement FRU service requests.
 
    
    Access to, and use of, Nortel spares inventory from central depots.
 
    
    Spare-part warehousing and inventory management.
 
    
    Replacement FRU dispatch and delivery with a next-day target arrival to the customers contracted sites.
  T1-10




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##### 




    
    On-site removal of the faulty FRU and installation of the replacement FRU.
 
    
    Defective FRU return process
 
    
    Escalation management.
 Nortel Managed Spares Call Center
  
    
    A single point of contact to receive replacement FRU service requests from the customer.
 
    
    A logistics and coordination center for all FRUs dispatched and delivered to the customers contracted site(s).
 
    
    A coordination center for the assignment and dispatch of the field technician to the customers contracted site(s).
 
    
    An information and escalation center for service requests.
 Spares Inventory
  Note: An inventory list used to price the Third-Party Product Spares  Next Day service will be
provided. FRUs will be identified on the list.
  Spares Warehousing and Inventory Management
   Replacement FRU Dispatch and Delivery
  Dispatch of Field Technician and Replacement FRU Installation
   Note: A list of field technician qualifications can be provided.
  T1-11




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##### 



Defective FRU Return Process
  Note: The Defective FRU Return Process will adhere to the Nortel Material on Loan (MOL) policy.
 Escalation Management
  
    
    When the Call Center representative becomes aware of a condition that may prevent Nortel from meeting its dispatch for
next-day delivery targets.
 
    
    In the event a replacement FRU is not available to meet the next-day delivery target.
 
    
    When the ability of Nortel to fulfill a replacement FRU service request is affected by a conflict between the
customers service request and the Nortel service entitlement database.
 Nortel Responsibilities
  Service Level: Next Day
       T1-12




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##### 



Third-Party Product Spares  Next Day Service Level TargetsService Level
    
    Call Center Response
    
    Field Technician and FRU Arrival at Site
    
    Performance TargetAvailability
    
    24x7
    
    7:00 am  7:00 pm
    
    95%Response
    
    Immediate
    
    Next Day
    
    95%
 Note: Performance Targets are measured for each annual term. Nortel strives to dispatch
replacement FRUs and field technicians to the correct customer contracted site and on time;
however, there may be occasions where response times cannot be met, due to circumstances that are
beyond Nortels control.
 Customer Responsibilities
   
    
    Provide the full count and product configurations of all the
Nortel products deployed in the customers network that are to be
supported to permit for Nortel planning and management of
appropriate replacement FRU inventories.
 
    
    Identify the location/address, any security access, and
maps/driving instructions for each customer site to be covered by
this service if in a non-urban area. For locations requiring
special access, such as government facilities or financial
institutions, the customer must provide written documentation
needed to obtain access.
 
    
    Inform the contract administration prime (or a project office
point of contact) of any change to the customers site(s). This
information must include new Nortel products and product
configurations added to customers network; any adds, changes, or
deletions to existing configurations; and/or the establishment of
new customer sites and/or product configurations at those customer
sites.
 
    
    Provide the first level of diagnostics in determining the need for
a replacement FRU using the customers in-house structure that
performs first-line support.
 
    
    Confirm appropriate access and make provisions for receiving the
replacement FRU at a predefined time and location in a timely
manner, which includes:
 - Informing the Call Center of any applicable rules that apply to the Nortel field
technician to gain access to the contracted 
   customers site.- Designating a customer representative to meet the carrier to receive delivery of the
replacement FRU.- Designating a customer representative to meet the Nortel field technician and escort the
technician to the affected product.
 
    
    Make arrangement for the Nortel field technician to leave the contracted customer site
with the faulty FRU to return to Nortel on the customers behalf.
 
    
    Agree that Nortel may subcontract all or any portion of the service to subcontractors
selected by Nortel provided that Nortel remains fully responsible to the customer for
the performance of the service set out in this service definition.
 Assumptions
  
    
    Service availability is subject to geographical limitations.
 
    
    The proposed managed spares program is subject to a separate, valid, signed agreement
between the customer and Nortel. This separate agreement will include a Contract
Statement of Work (CSOW) and will set forth the applicable terms and conditions
governing the acceptance and delivery of services.
 
    
    Unless otherwise agreed to in writing between the customer and Nortel, the replacement
FRU will be at the then-current minimum hardware, firmware, and software release
levels as published by Nortel.
 
    
    The Call Center will inform the customers service requestor and the Nortel contract
administration prime (or the project office point of contact) if a customer service
request is outside the scope of work set out in this service
  T1-13




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##### 



definition (i.e.,
non-compliant). Examples of non-compliant requests include a service request on a
non-contracted Nortel product, or a service request for a customer site not listed for
coverage under this service definition. If the service request is non-compliant, then
the customers service requestor may request a quotation from the Nortel contract
administration prime (or the project office point of contact) for the Nortel list
price for dispatch of a FRU or technician. If the customers service requestor
proceeds with the non-compliant request, then the call will be verified against a
Purchase Order (PO) number furnished by the customers service requestor, and a
replacement FRU and/or technician will be dispatched on a commercially reasonable
basis and will not be subject to the service-level targets set out in this service
definition. The customer agrees to promptly pay invoices issued by Nortel for such
non-compliant services.
 
    
    In the event that the customers representative is not at the customers site
designated by the authorized caller to meet the carrier and the Nortel field
technician, then reasonable efforts will be made by the carrier and/or field
technician to contact the customers on-site representative for a period not to exceed
30 minutes after arrival. If the customer does not receive the replacement FRU and/or
field technician, then the FRU will be returned to the originating spares depot,
and/or the field technician will return to Nortel.
 
    
    Any changes to the scope of the project requirements once agreed upon will result in
the requirement for a Job Change Order (JCO) with additional charges on a
time-and-material basis
 Exclusions
  
    
    Spare inventory warehousing, inventory management and delivery of replacement FRUs not
identified in the final contract with the customer or as subsequently modified in
writing between the customer and Nortel.
 
    
    Support for any customer sites not identified in the final contract with the customer
or as subsequently modified in writing between the customer and Nortel.
 
    
    Access to FRUs for the purposes of provisioning (i.e., adding to) the customer network.
 
    
    Logistics, inventory or service costs associated with changes to the customer network
configuration  changes may include moves, adds, overbuilds, network extensions, new
routes, etc.
 Timelines
  Corrective Content Management
  Service Deliverables
  
    
    Download and application of patches and patch packages to elements (or point of use) in
the customers network, which are supported by this service offering under a standard
28-day cycle (certain products may be on a different service cycle. Please see Appendix E
product specific standards). Patch application will be performed via auto-apply
methodologies for those products that have auto-apply capability.
 
    
    Based upon individual product release schedules, application of maintenance releases to
element(s) in the customers network, which are supported under this service offering
(see Appendix E).
 
    
    Electronic notification of patch delivery success or failure
  T1-14




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##### 



Nortel Responsibilities
  
    
    Planning and scheduling service delivery with input from the customer representative
 
    
    Performing corrective content activities in compliance with Nortel standard specifications and procedures
 
    
    Delivering and applying the patches and patch packages, and applying the maintenance releases necessary for
the customers network element(s) based upon element information provided by the customer. Maintenance
release, and patch/patch package applications will be performed during the agreed-upon maintenance window and
following the distribution of the software to the network elements.
 Note: Corrective content may be downloaded at any point within a 24-hour/28-day period, unless
otherwise specified by the customer.
 Note: The application of some product corrective content may require a network element (or
elements) to be taken out of service and/or restarted. Nortel, in conjunction with the customer,
will manage this requirement as part of this service.
 
    
    Un-tarring, and moving the patches from the dropbox or SDS
(Software Distribution Site) server , in the case of SGSN (Serving
GPRS Support Node) and SIG (SS7 IP Gateway) elements, to the end
element where the patches will be applied. If patches are
delivered to a dropbox, and an SDS exists within the customers
network, the patches will be moved from the dropbox to the SDS,
un-tarred at the SDS, and then transferred to the end element. If
no SDS exists, but a dropbox exists within the customers network,
the patches will be un-tarred on the dropbox and then transferred
to the end element.
 
    
    Downloading and applying Emergency (EMG) category patches within
three business days (Monday through Friday) from the time that the
patch is released
 Note: If an EMG patch is classified as disruptive, then the patch application schedule will have
to be negotiated with the customer.
 
    
    Removing patches categorized as Obsolete Emergency (OBE) within three business days
 
    
    Providing electronic notification to the customer upon successful/unsuccessful delivery and application of patch content
 
    
    Providing switch health checks prior to and during application activity. Health Check (NHC) looks for common,
symptomatic network anomalies that would prevent a successful deployment of corrective content.
 
    
    Working in conjunction with the customer to identify and resolve any patch download and corrective content application
failures (patching/patch packages or maintenance releases) that may arise during the delivery of the service
 
    
    Performing a post-check to verify operational status following patch/patch packages and maintenance releases corrective
content application
 
    
    Leaving the network in the same state as prior to the start of the corrective content application process
 Customer Responsibilities
  
    
    Provide contact names, e-mail addresses,
and phone numbers (preferably with voice
mail), and keep contact list current
through the duration of this service
 
    
    Identify which element(s) deployed within
the network will be included in this
service prior to the commencement of the
service
 
    
    Provide Nortel with 24/7 remote access to
the network element(s), device(s), and/or
intermediate server (i.e., SDS, where
applicable), including the location/user
home directory, user ID, and password.
The userid and password are to remain
static throughout the duration of the
Corrective Content Management service. In
the event a change is required, the
customer will need to communicate the
change(s) to Nortel in an agreed-upon
timeframe and format.
 
    
    Provide facilities for remote network
access, including associated User IDs and
passwords, through the use of a secure
high-speed machine-to-machine interface
utilizing a VPN tunnel, T1/E1 link,
Secure Shell connection or
Contivity, and ensure that connectivity to the customers NE(s) or device(s) is available at all
times for automated corrective content download activity. The VPN tunnel should permit only
authorized Nortel resources (personnel
  T1-15




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##### 



and equipment) to access the tunnel. These resources are
only permitted with customers consent and for the intent specified. See Notes (1and 2).
 Note: Nortel strongly recommends that Virtual Private Network (VPN) tunnels (Client-to-Branch and
Branch-to-Branch connectivity) be constructed using the Nortel Contivity product portfolio and
strongly recommends that the Split Tunneling feature(s) is enabled when Client-to-Branch
connectivity is to be used. The Contivity Secure Internet Protocol (IP) Services Gateway is a
hardware device that provides routing, VPN, firewall, bandwidth management, encryption,
authentication, and data integrity for secure connectivity across managed IP networks and the
Internet. If the VPN tunnel is constructed without the use of Nortel Contivity product, or with the
Contivity but without the Split Tunneling feature enabled, then additional charges may apply in
order to address connectivity configurations. Additionally, disabling the Split Tunneling feature
and/or utilizing alternate access facilities may prevent Nortel from being able to perform this
service. The customer and Nortel technical personnel will agree on the appropriate data links based
on network equipment and configuration, as well as the appropriate security measures to prevent
unauthorized access. The customer will be solely responsible for security of the network. Nortel
will not connect to the customers network without prior authorization and such connection will be
solely to support contracted corrective content management service activities.
 Caution: Observe the following restriction if using secure ID  do not assign a password because
doing so will result in failure of automatic patch file delivery.
 
    
    Support for X.25 connectivity is limited to legacy DMS TDM switch elements for customers who already subscribe to this
pre-existing service.
 
    
    Ensure sufficient space is available for corrective content download (where applicable) on the network element(s) or
device(s) to which corrective content will be downloaded
 
    
    Provide a technically knowledgeable representative during all corrective content management activities, and have
technically knowledgeable resources available to travel to site to address site related issues that may arise
 
    
    Ensure the network element(s) are at a compatible and appropriate software release level prior to the application of
the corrective content
 
    
    Ensure any new hardware required to meet the requirements for applying corrective content is available and installed
prior to the application
 
    
    ,Distribute maintenance load(s) (maintenance releases) to equipment requiring the corrective content prior to the start
of the corrective content management service when maintenance loads are available on media
 
    
    Troubleshoot all alarms prior to scheduled corrective content application activities
 
    
    Verify that the appropriate entitlements to use the corrective content software updates, whether through initial
equipment purchase agreements, software support contracts, or other contractual agreements with Nortel are in place
prior to the commencement of the service
 
    
    Ensure auto-apply is enabled on each DMS-100F switch and is set to run at least five days a week (for patching)
 
    
    Minimize changes to location and naming convention of Network Element(s) requiring corrective content (where
applicable) download
 
    
    Configure the dropbox as an SDS server if no SDS server exists within the customers network in the case of SGSN, USGSN
and SIG patches. This will enable the patches to be un-tarred at the dropbox location and then transferred to the end
element. Create an SDS if no SDS exists.In the case of GGSN patches, configure the dropbox as an SCS server if no SCS server exists within the customers network. This will enable
the patches to be un-tarred at the dropbox location and then transferred to the end element
 
    
    Provide file management and FTP (File Transfer Protocol) privileges on the SDS/SCS server
 Assumptions
  
    
    This service is available for Nortel products supported under this service offering that
are listed in Appendix E of this document, and which have met Nortel Patch Operations
acceptance criteria.
  T1-16




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##### 




    
    Where the Corrective Content service is offered remotely, it is provided via a secure
customer-provided VPN tunnel (T1/E1 link, Secure Shell connection, or Contivity).
Support for X.25 connectivity is limited to legacy DMS TDM switch elements for those
customers who already subscribe to this pre-existing service
 
    
    IP addresses, user names, passwords, and directory structures must be left intact to
help ensure successful ongoing corrective content delivery. If a change is made or
requested to be made:
 - For NA and CALA, Patch Operations needs to be contacted at 1-800-4NORTEL using the
appropriate Express Routing Code 
   (ERC).- For EMEA, contact the software delivery prime.
 
    
    A customer representative will need to work with an authorized
Nortel representative to form a virtual team; this team will
coordinate all matters related to the service activities
 
    
    Communication between members of each team should be possible
during normal Nortel business hours (Monday through Friday, 8 a.m.
to 5 p.m. local Time), excluding Nortels holidays. Backup
personnel and escalation paths will need to be identified and
communicated between each team prior to the start of the service
activities.
 
    
    All required customer-provided information should be received by
Nortel within the required and agreed upon timeframes.
 
    
    For patching, this service is priced using a standard (28-day)
cycle. If the customer requires more frequent patch/patch package
download and application, the price of the service will be
adjusted to accommodate this requirement (maintenance release
service schedules will be based upon individual product release
schedules).
 
    
    Only applicable GEN (Generally Available), ACT (Activateable),
or EMG (Emergency) category corrective content (patches, patch
packages, and/or maintenance releases) will be downloaded and
applied as part of this service offering
 
    
    Corrective content (patches/patch packages and/or maintenance
releases) with a status of V (Verification office) may be
downloaded and applied for a site(s) that has been identified as a
verification office
 
    
    Corrective content download is not dependent upon the availability
of a maintenance window and may occur at any time of the day,
unless the customer specifies and requests a specific window of
time.
 
    
    The customer will need to identify all specific elements requiring
service. If the actual number of NEs or current network design is
different than that provided to Nortel at the time of the
Corrective Content Management service proposal, or if the customer
makes changes to the network after the service commences which
causes additional effort (e.g., the corrective content management
effort has started but needs to be rescheduled because of a gating
hardware issue or additional effort is incurred to troubleshoot
and clear corrective content management affecting alarms), then
additional charges will apply, which will be charged at the
then-current non-contract technical assistance rate plus expenses.
Additional charges will be discussed and signed off by the
customers primary contact before the commencement of work.
 
    
    For DMS and Wireline VoIP and Wireless Voice Core elements
(Switch/HLR), download and application of EMG patches/patch
packages and application of EMG maintenance releases will be
performed within three business days. For Access or Data network
elements, EMG corrective content will be downloaded within three
business days and applied within two weeks.
 Note: Above timeline is applicable (Monday through Friday) from the time that the emergency
corrective content is released. If an EMG corrective content is classified as disruptive, the
application schedule will have to be negotiated with the customer.
 
    
    Application of maintenance releases and patch packages will be dependent upon individual product release schedules.
 
    
    Corrective content application will occur during maintenance window as agreed upon by the virtual team comprised
of Nortel and Customer representatives. For the North American market, the default maintenance widow is
Monday-Thursday 11:00 p.m. to 6:00 a.m. (Eastern Time); any exceptions must be agreed upon by the virtual team
prior to the commencement of work.
 
    
    The service is provided in conformance with Nortels published software and hardware support polices.
 
    
    This service is applicable only to the North America, Caribbean, Latin America (CALA) and EMEA markets.
  T1-17




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##### 



Exclusions
  
    
    Implementing security measures, whether from a Nortel or a customer perspective, other than those expressly agreed
upon.
 
    
    Reconfiguring existing equipment, whether previously supplied by Nortel or by another vendor.
 
    
    Providing emergency recovery service for customer network elements.
 
    
    Providing technical support for customer network elements.
 
    
    Providing customer mentoring
 
    
    Handling LTD (Limited) and DBG (Debug) patches.
 
    
    Activating ACT (Activateable) patches. These patches will be applied as necessary, but the activation activity
is the responsibility of the customer.
 
    
    Handling any V category corrective content except for customer sites identified as verification offices.
 
    
    Providing services other than those specifically described herein. Any additional support requested by the
customer will be ordered and charged separately.
 
    
    Providing any software or hardware required to be purchased prior to the corrective content download and
application activities, nor the application of software required to be applied to the element prior to the
application of the corrective content.
 Timelines
    Note: Nortel requires a two-week notice to reschedule personnel.
 Pricing Notes
 
    
    The order code for the Corrective Content Management service is GR5353000/N0025982.
 
    
    The Corrective Content Management service is an annually contracted service.
 
    
    Pricing for this service is on a per-NE basis
 
    
    Requests to perform corrective content application outside of the agreed upon
maintenance window may result in additional costs for the Corrective Content
Management service.
 
    
    The purchase of this service does not relieve the customer from paying any
software Right-to-Use fees, where applicable.
 
    
    If any work is performed outside of the Corrective Content Management service
description, the work will be charged at the then-current non-contract technical
assistance rate plus expenses. Additionally, delays outside of the control of
Nortel (e.g., when service activities are suspended or delayed due to site or
equipment readiness issues, or connectivity is not available into the customers
network through the customers VPN tunnel, etc.) that impede the progress of the
delivery of this service will be charged at this rate. Any changes to the scope of
the project requirements, once agreed upon, will result in the requirement for a
change order with additional charges on a time-
  T1-18




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##### 



and-material basis. Corresponding changes will also be made to the schedule for completion of
the job. These items will be discussed and signed off by the primary contact designated by the
customer.
  Network Discovery Classic
 Network Discovery Classic
  ePerformance
     ePerformance Service Deliverables
   
    
    Performance reports
 
    
    Capacity, traffic, resource utilization reports
 
    
    Equipment counts and office parms configuration reports
 
    
    Miscellaneous reports (e.g., alarms, traps and swer, patch audits, etc.)
 
    
    Busy-hour reports
 
    
    24-hr (daily) and summary reports (weekly, monthly)
      T1-19




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##### 



T1-20




---



##### 



Nortel Responsibilities
  
    
    Collecting all required OMs, logs, counters from all connected NEs
 
    
    Aligning the performance reporting system to Nortel product software releases.
 
    
    Providing remote configuration information for the Contivity box on customer side
 
    
    Adding new customer NEs
 
    
    24x7 customer support
 
    
    Daily monitoring for 100% of ePerformance customers
 
    
    Customer report access via web interface (e.g., managing users and access rights)
 Customer Responsibilities
  
    
    Ongoing daily operation and maintenance of the Contivity box on the customer side
 
    
    Connectivity information checklist completion (new NE adds)
 
    
    Coordination with Nortel of secure IP connections through firewalls and VPN tunnels
 Assumptions
  
    
    Connection information is provided to access the NE for use in the
ePerformance polling process. A secure IP connection, preferably via VPN,
will be provided by the customer for ePerformance access to the NEs with all
NEs being to the IP tunnel. Nortel will provide Internet Engineering
resource to work with the customer IT prime to help ensure the IP tunnel is
functioning. Any changes that would affect access to NE are required, via
e-mail, and confirmed by Nortel via e-mail no less than 14 days prior to the
start of the collection period in which they take affect.
 
    
    A dedicated Contivity system is required to establish the secure VPN
connectivity to the customers network nodes for raw data collection. The
type of Contivity system required is dependent upon the number of NEs to be
connected to the service, as follows:
 - Small customers (< 50 NEs connected): Contivity 1100- Medium customers (< 150 NEs connected): Contivity 1740- Big customers (> 150 NEs connected): Contivity 2700
 
    
    Operational Measurements for all reports are captured in closed (non-
active) log file(s) and available on the NE (NE) or an intermediate server.
Any partial data, or null data captured by the NE during the collection
period will result in incomplete reports and Nortel is not responsible for
the potential inaccuracy of these reports.
 
    
    Any changes to the scope of the project requirements once agreed upon will
result in the requirement for a Job Change Order (JCO) with additional
charges on a time-and-material basis.
 Exclusions
  Timelines
  
    
    Server outage represents a critical outage and will be solved within 24 hours
  T1-21




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##### 




    
    Any individual customer reports outage (due to connectivity or other issues) represents a Major Outage and all issues
on Nortels side will be solved within 30 days. Nortel will provide guidance and support to the customer, but cannot
fully control the resolution times for issues on the customer side.
  
    
    Number and type of NEs to be connected
 
    
    Customer responsiveness in completion of connectivity checklists and to coordinate with Nortel firewall access
 Software Release Service  Basic
   Service Deliverables
  
    
    Base Software Upgrades: Major and Minor Releases of Software for
covered products will be made available. Software will include the
functionality for which the customer has already purchased
applicable Right-to-Use (RTU) licenses.
 
    
    Documentation: Associated software documentation, as may be
available, including software product bulletins, Frequently Asked
Questions (FAQs), installation tips and troubleshooting tips will
be made available.
 Nortel Responsibilities
   Customer Responsibilities
     T1-22




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##### 



Assumptions
  
    
    Optional feature software will be included if applicable license fees have been paid to Nortel.
 
    
    Coverage for Operational Software for network devices must be purchased separately from
coverage for Application Software products. The following definitions will govern these
releases:
 - Operational Software is defined as software that is required to operate a network
device. The core Operational Software 
   product resides on the network device it is
operating. Associated files may reside on another network device.- Application Software is defined as software that is not required to run a network
device, such as Network Management 
   Software. It is not an enhancement to the Operational
Software and may reside on another network device.
 
    
    This service provides base software upgrades of Nortel software only. If the new software version requires
additional Nortel hardware or third-party hardware and/or software, then the customer will be responsible for
its procurement and installation. Upgrade deployment services in such circumstances are available for an
additional fee.
 
    
    The customer must be using software at a release/revision level that is classified by Nortel as GA at the
time of starting service subscription. If the customers software has been declared Manufacture
Discontinued (MD) or End of Life (EOL), then an additional charge will be incurred for an upgrade to the
current GA release.
 
    
    Software releases are provided for distribution to the customer for use only on or with products supplied by
Nortel on which they operate, in accordance with specifications published by Nortel.
 
    
    Proposed software release dates or GA dates that may be set out in any Nortel Plan of Record (POR) are
estimates only and are in no way binding on Nortel.
 Exclusions
  
    
    Technical Support and Software Release Service  Basic are distinct services. They can be bundled together.
Technical Support provides remote support for issues associated with the operation and maintenance of Nortel
products, including hardware and software. It includes assistance during normal business hours to diagnose
routine software problems and it includes 24x7 Emergency Recovery.
 
    
    When software entitlement is purchased for a network device, entitlement for network management software and
other application software will not be provided. Software Release Service  Plus provides entitlement to
software releases of application software. Software Release Service  Plus is available for an additional
charge, and the service will include Technical Support for the covered software products. The order code for
Software Release Service  Plus is GU5300000 (A0895539).
 
    
    This service does not provide labor to load the software or consultation concerning implementation procedures.
 Note: Nortel offers a portfolio of services, e.g., Software Upgrade Migration (A0917396), Standard
Engineering, Software Delivery and Core Upgrade for Carrier Voice over IP/ATM (GR5357000), etc.,
that provides for the installation of new software releases. When customers choose these services,
Nortel software engineers will plan and execute the end-to-end upgrade process. The service can be
delivered remotely or on site.
 
    
    This service does not include operating software for third-party hardware platforms. The customer is responsible for
maintaining a support agreement with the third-party hardware supplier for such equipment.
 Pricing Notes
 
    
    The order code for Software Release Service  Basic is GW5300000 (A0895541).
   T1-23




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##### 



Support Plan Contract Terms
  Requirements for Nortel Support Services portfolio
  Customer Responsibilities for Nortel Support Services Portfolio
 
    
    To initiate or renew a Support Services
plan, the customer must identify
equipment types, quantities and
applicable software release levels.
Specific information for Field
Replaceable Units (FRUs) to be covered
under Repair Services should include
product codes, hardware release level,
serial number, software version and
verification of current functionality.
Upon request, Nortel can assist in
collecting network audit and baseline
information, in which case additional
charges may apply.
 
    
    The customer will need to use and
maintain products in accordance with
the applicable product documentation
from Nortel.
 Assumptions for Nortel Support Services Portfolio
 
    
    All similar products within the network must
be covered under similar service levels. If
the provided product count is inaccurate or
the product count/configuration changes during
the support period, then the Support Services
plan may be modified to reflect such changes.
 Note: For Managed Spares and Managed Onsite with Spares programs, the customer will need to
purchase the service for similar equipment at each covered site.
 
    
    Services provided outside of the scope of the identified Support
Services plan services shall be billable and paid for by the
customer in addition to the pricing for the Support Services plan.
Customers must participate in the Nortel Personal Identification
Number (PIN) program. The PIN Program assures a pay-as-you-go
method of payment for product support requests outside the scope
of the original software warranty, original equipment warranty or
contracted Support Services plans. The Nortel Call Center can
provide current rates at the time a per-incident order is placed.
 
    
    For the purpose of providing Support Services, Nortel will have
the right at any time to audit a contracted site through software,
remote polling or other reasonable means to verify the sites
in-service inventory against the contracted equipment, to confirm
the customers network size and/or to verify the software status.
 
    
    In the event that the customer fails to comply with the
requirements described in the Service Definition for a Support
Service, Nortel will advise the customer of its non-compliance.
Nortel and the customer may then agree upon service to be provided
at the then-current time-and-materials basis published by Nortel
plus any travel and living expenses incurred.
 
    
    Nortel will from time to time assess products offered and
supported. The assessment will be based on technology, market
development, product deployment, and support requirements and may
identify certain products that will be discontinued. Nortel
reserves the right to modify or to terminate any Support Service
purchased by the customer for products that have been
discontinued. Subject to the Nortel then-current policies,
continued support for any
  T1-24




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##### 



discontinued products beyond the effective date of discontinuance may be provided on a reasonable basis, as determined by Nortel.
 
    
    Contracted services will not be renewed automatically should the customer send in a PO and request
continued service. In order to renew a Support Services plan, the customer should work with a Nortel
Account Representative ahead of the contract expiry date in order to identify the services and
network coverage that will be applicable for the renewal period. Upon receipt of this information,
Nortel will provide a renewal quote including pricing for the subsequent term. At this point, the
customer can validate the proposal information and submit a PO for the renewal year. To ensure no
disruption of service coverage, the renewal PO should be received 30 days prior to the expiry of the
existing annual contract.
 Exclusions for Nortel Support Services Portfolio
 
    
    Nortel will not provide root-cause analysis, fault reports, or lead-time/performance metrics.
 
    
    Support Services cover Nortel products purchased either from Nortel or from an agent authorized by
Nortel. Nortel will not be obligated to provide Support Services for any Nortel products purchased
from unauthorized sources unless such products are certified by Nortel in order to qualify for
Support Services. In addition, Nortel is not responsible for supporting third-party product(s) not
supplied by Nortel or its agents.
 Note: Available Nortel service offers to certify equipment for Support Services coverage include
Optical Equipment Certification (A0504498), System Level Switch Certification for DMS (A0851089),
Multiservice Switch Upgrade Certification (A0844533) and Services Edge Router Certification
(A0506960). Certification by Nortel of equipment purchased from unauthorized sources or delivery of
Support Services for such equipment does not relieve customer of any obligation that may be
outstanding to pay applicable RTU fees.
 Pricing Notes for Nortel Support Services Portfolio
 
    
    All similar products within the network must
be covered under similar service levels.
Pricing covers only the identified Nortel
products. If the provided product count is
inaccurate or the product count/configuration
changes during the support period, then the
Support Services plan may be modified to
reflect such changes.
 
    
    Products in warranty and products out of
warranty will receive the same contracted
support level. Warranty services address
product defects only. When a product under
warranty is contracted for a Support Service,
the service level will be uplifted and the
Support Services plan pricing will be based
on the enhanced coverage of the Support
Service plan.
 
    
    In the case where Nortel is proposing the
purchase of Support Services for a term of
more than one year (Multi-year Term),
proposed pricing reflects anticipated
standard inflation and changes in the
warranty status of specified products. If
the product count, the product value or the
installed base changes or if year-over-year
inflation after year one exceeds 5% in any
single year during the Multi-year Term, then
the price may be revised, in which case the
customer will be required to issue a modified
PO.
 
    
    In the case of a Multi-year Term, the
availability of Nortel services after year
one is subject to Nortel End of Life (EOL)
and Manufacturer Discontinued (MD) policies
and the status of the products included
within the customers installed base.
Services available as of the date of a quote
and prior to the EOL or MD effective date may
no longer be provided or may be provided on a
limited basis. The document Global Services:
Commercial Guidelines and Practices provides
further information on EOL and MD guidelines.
Information on EOL and MD products and links
to companies who have acquired divested
products are available at:
http://www.nortelnetworks.com/products/announc
ements/
 
    
    For Support Services plans, the Nortel
document Global Services: Support Plan
Customer Service Guide for Technical Support
and Repair Services conveys information
supplemental to the provided Service
Definitions in a proposal or quote for
Technical Support, Advance Shipment, Return
and Replace, or Return and Repair. This
document provides call center procedures,
repair facility addresses, and the Material
on Loan Policy. This supplemental information
will help with the customers day-to-day
interaction with Nortel teams in regards to
receiving these Support Services. To obtain a
copy, please contact your Nortel
representative.
  T1-25




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##### 



Appendix A  Nortel Case Resolutions
 Resolution
    
    ExplanationNon-Nortel Attributable
    
    Issues that are either customer/partner attributableNortel Hardware
    
    Issues triggering a case that are due to a Nortel hardware deficiency.Nortel Software
    
    Issues triggering a case that are due to a Nortel software deficiency.Nortel Documentation
    
    Issues triggering a case that are due to a Nortel documentation deficiency.Nortel Administration
    
    Non-productive activity tracking (time tracking, opened in error, entitlement)Nortel Attributable Other
    
    Issues triggering a case that are due to other Nortel deficienciesExternal Attributable
    
    Issues that are beyond the control of the customer or Nortel.Other Projects
    
    Productive activity that falls outside of normal contracted Post In-Service
support. Note  
     Ensure LC/Regional accounting requirements are followed.Scheduled Event
    
    An E1/E2 event that was required to perform specific problem resolution of
maintenance.
 Appendix B  Case Severity Classification
   TL9000 SeverityClassification
    
    Nortel Case Priority
    
    ExamplesCritical
    
    E1
Problems that
severely affect
service,
capacity/traffic,
billing and
maintenance
capabilities and
require immediate
corrective action,
regardless of time
of day or day of
the week. Problem
worked continuously
until resolved.
The customer is
required to assist
during this period.
    
         Total or partial network element outage
     A reduction in capacity or traffic handling capability such
that expected loads cannot be handled
     Failure resulting in dynamic routing, switching capability
or transport loss
     Any loss of safety or emergency capability (e.g., emergency
calls such as 911 in North America)
     Inability to restart the system
     Loss of billing/accounting capability
     Corruption of billing or system databases that requires
service affecting corrective actions
     Other problems that severely affect service,
capacity/traffic, billing, and maintenance capabilities or are
jointly viewed by Nortel and the customer as criticalMajor
    
    E2
Problems that
result in potential
service degradation
and/or total
outage. Serious
situation not
involving service
degradation in a
live environment,
but leading to a
total or partial
loss of redundancy.
    
         Loss of redundancy of critical functions (i.e. control,
interface, power, cooling)
     Loss of protection switching capability
     Short outages equivalent to system or subsystem outages not
seriously impacting service with accumulated duration of greater
than two minutes in any 24-hour period, or that continue to repeat
during longer periods
     A reduction in provisioned capacity of 5% and for a
cumulative duration of > 10 minutes per 24 hours
  T1-26




---



##### 



TL9000 SeverityClassification
    
    Nortel Case Priority
    
    Examples     Repeated degradation of DS1/E1 or higher rate spans or
connections     Loss of systems ability to perform automatic system
reconfiguration     Loss of access to maintenance or recovery operations     Any loss of functional visibility and/or diagnostic
capability     Loss of systems ability to provide any required system
critical/major alarms     Total loss of access to provisioningMajor
    
    Business Critical
Problems that
result in a major
degradation of
system or service
performance that
impacts service
quality or
significantly
impairs network
operator control or
operational
effectiveness.
Overall network is
degraded resulting
in severe
limitations to
operations or
network management
software product
has major feature
that is not working
properly with only
a temporary
workaround.
Nortel requires
continuous support
from the customer
operator during the
troubleshooting and
resolution period.
    
         The customer has been given a work-around but the situation
still requires constant attention due to the temporary nature of the
work-around
     Software application/migration issues that gate the
introduction of new services or functionality
     Billing error rates that exceed specifications
     Corruption of system or billing databasesMajor
    
    MajorProblems that
result in
conditions that
seriously affect
system operation,
maintenance and
administration,
etc. and require
immediate
attention. The
urgency is less
than in Business
Critical situation
because of a lesser
immediate or
impending affect on
system performance,
customers, and the
customers
operation and
revenue.
    
         Degradation of any capacity/traffic measurement function
     Degradation of functional visibility and/or diagnostic
capability
     Degradation of access for maintenance or recovery operations
     Degradation of the systems ability to provide any required
system critical/major alarms
     Loss of access for routine administrative activity
     Any system failure without direct immediate impact
     Intermittent degradation of services; partial loss of access
to provisioning
     Software application/migration issues that do not impact
service
     Reduction in any capacity/traffic measurement function
     Any loss of functional visibility and/or diagnostic
capability
     Any significant increase in product related customer trouble
reports
     Follow-up to E1 customer problems
     Other problems that disrupt or prevent routine system
activities, or problems that are jointly viewed as Major events by
Nortel and the customerMinor
    
    Minor
Problems do not
significantly
impair the
functioning of the
system and do not
significantly
affect service to
customers. These
problems are
tolerable during
system use.
  T1-27




---



##### 



Appendix C  Technical Support for MD and EOL Software Loads
 Life Cycle for Software Loads
  Software Life
    
    SoftwareCycle
    
    Load
    
    SoftwareMilestone
    
    Status
    
    Availability
    
    Technical Support AvailabilityGenerally Available
(GA) or Channel
Ready (ChR)
Active
    
    Production Load
    
    Orderable
    
    The Production load is
currently generally available
(GA) or Channel Ready (ChR);
Supported by TAS, ER, and
patched where appropriate.Active
    
    Active Load
    
    Special Order Only
    
    The software load is Active.
Supported by TAS, ER, and
patched where appropriate.Inactive
    
    Inactive Load
    
    Not Orderable
    
    The software load is
Inactive. Supported by TAS
and ER. Consideration for
patching for E1 and E2
priority emergency outages
only.Manufacture 
Discontinued (MD)
    
    Retired Load
    
    Not Orderable
    
    The Retired load is
Manufacture Discontinued.
Supported by TAS and ER. The
Retired load is not patched.
Root Cause Analysis (RCA) is
not available.End of Life (EOL)
    
    Retired Load
    
    Not Orderable
    
    The EOL load has reached the
Product Retirement or End of
Life (EOL) stage of the life
cycle and is no longer fully
supported. The EOL load is
not orderable. The EOL load
is not patched. TAS and ER
support may be limited. ER
support at EOL does not
include Root Cause Analysis
(RCA). Stated SLA objectives
for fix response times are
not applicable for loads at
EOL. Customer is responsible
for maintaining adequate
spares on-site unless
specifically contracted for
with Nortel.
   T1-28




---



##### 



Appendix D  Service Level Agreement (SLA) Objectives
  Service Level Agreement (SLA) objectives for Carrier
 Support Plan
    
    Classification
    
    Service
    
    Response
    
    Recovery
    
    Resolution
    
    AvailabilityPremium or Base
    
    E1
    
    Emergency Recovery
    
    95% within 10
minutes
    
    Continuous until
recovered 80% in 4
hrs after Nortel
notification of
incident
    
    Follow-up: Major
(E3)
    
    24x7x365E2
    
    Emergency Recovery
    
    95% within 10
minutes
    
    Continuous until
recovered 90% in 12
hrs after Nortel
notification of
incident
    
    Follow-up: Minor
(E4)
    
    24x7x365Business Critical
    
    Technical
Assistance Service
    
    95% within 10
minutes
    
    
    
    90% resolved in 30
Calendar Days*
    
    24x7x365 (Page out
coverage may apply)Major
    
    Technical
Assistance Service
    
    95% within 1 Hour
    
    
    
    90% resolved in 30
Calendar Days
    
    Premium: 24x7x365**
(Page out coverage
may apply)Base: Normal
Business Hours**Minor
    
    Technical
Assistance Service
    
    95% within 1 Hour
    
    
    
    90% resolved in 30
Calendar Days
    
    Premium: 24x7x365**
(Page out coverage
may apply)Base: Normal
Business Hours**
 
 *
    
    If the customers personnel are not able to maintain constant contact during the resolution
of E1, E2 and Business Critical cases, Nortel reserves the right to downgrade the category
assignment of the case.**
    
    Nortel strives to immediately assign an engineer to the Major and Minor problems during normal
business hours. After hours support may be provided via pager in specific cases. Nortel business
hours are 8 a.m. to 5 p.m. local standard time, Monday through Friday, excluding Nortel holidays. Service Level Agreement (SLA) objectives during Product Lifecycle
 Load Type
    
    E1/E2 Recovery
    
    Business Critical/Major
    
    MinorProduction Load

Active load
Inactive load

Retired load/End of
Life
    
    Standard SLA
Standard SLA
Standard SLA
SLA objectives not supported
    
    Standard SLA
Standard SLA
Standard SLA
SLA objectives not supported
    
    Standard SLA
Standard SLA
Standard SLA
SLA objectives not supported
  T1-29




---



##### 



Appendix E  Equipment Types
 Maintenance ReleaseElement Type
    
    Patch Delivery
    
    Patch Management
    
    ManagementRemote
    
    Onsite
    
    Remote
    
    Onsite
    
    Remote
    
    OnsiteDMS Core  (MTX, MSC, HLR,CS2K)
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Not ApplicableCDMA NSS  CBM
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    YesCDMA NSS  SDMX
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Not ApplicableCDMA P-MSC  CNM
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    YesCDMA P-MSC  CS2K Core
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Not ApplicableCDMA P-MSC  CMT -
(Includes: PSE, QCA, SAM21EM,
    
    Not Applicable
    
    Not Applicable
    
    Yes
    
    YesSSPFS)CDMA P-MSC  NPM (includes
PSE, GWC, IEMS, SESM, QCA,
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Not ApplicableSSPFS, SAM21EM)CDMA P-MSC  MGW (PVG)
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Not ApplicableCDMA P-MSC  Aggregate Node
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Not ApplicableCDMA P-MSC  GWC
    
    Not Applicable
    
    Not Applicable
    
    Yes
    
    YesCDMA P-MSC  SAM21 SC
    
    Not Patchable
    
    Not Patchable
    
    Yes
    
    YesCDMA P-MSC  ERS8600
    
    Not Patchable
    
    Not Patchable
    
    Yes
    
    YesCDMA P-MSC  UAS
    
    Not Patchable
    
    Not Patchable
    
    Not SupportedCDMA P-MSC  AMS
    
    Not Supported
    
    Not Supported
    
    Not SupportedCDMA P-MSC  USP
    
    Not Patchable
    
    Not Patchable
    
    Yes
    
    YesCDMA PDN  PDN03 HomeAgent and Foreign Agent
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    

Not
SupportedCDMA PDN  PDN04 Startent
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    Yes
    
    YesCDMA PDN  Web-EMS
    
    Not Patchable
    
    Not Patchable
    
    Yes
    
    Yes
  T1-30




---



##### 



EXHIBIT U
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 REPAIR & RETURN
 Introduction
  Repair Service Levels
  feature, function, fit compatible
  Service Levels
 Advance Shipment Service (Like-for-Like)
   Return & Replace Service (Like-for-Like)
   U-1




---



##### 



Emergency Part Dispatch (Like-for-Like)
   per FRU .
 *Additional time may be required for collection by transportation carriers. Overnight
couriers generally pick-up once each business day. For week-end or holiday shipments,
counter-to-counter service will be arranged where possible.
 **Repair charges do not apply for items under warranty. Emergency fees ($[***]) and freight
are charged regardless of warranty status.
 Return & Repair Service (Same-for-Same)
   
   U-2




---



##### 



Contacting Global Repair Services
 Via Phone in United States
 Dial Listen carefully to menu prompts. Input 1 for code and input the to reach your repair destination.
 1144
    
    U.S.  Optical181
    
    U.S.  Wireline & Wireless1143
    
    U.S.  Enterprise Voice products1142
    
    Canada  Optical, Wireline & Wireless1145
    
    Canada  Enterprise Voice275
    
    U.S. & Canada  Enterprise Data272
    
    U.S. & Canada  Services Edge Router (Shasta BSN) (only)
  By FAX
 In United States
972-685-8862
 615-882-0392
 615-882-0218
  By E-Mail
 In United States  rich.repair@nortel.com
 broadbandrepair@nortel.com
 usenterp@nortel.com
  U-3




---



##### 



DRAFT
   Region
    
    Product Line
    
    ERC*
    
    Fax
    
    E-MailU.S.
    
    Optical
    
    1144
    
    615-882-0392
    
    broadbandrepair@nortel.comU.S.
    
    Wireline & Wireless
    
    181
    
    972-685-8862
    
    rich.repair@nortel.comU.S.
    
    Enterprise Voice
    
    1143
    
    615-882-0218
    
    usenterp@nortel.comCanada
    
    Optical, Wireline & Wireless
    
    1142
    
    1-877-618-2204
    
    canentry@nortel.comCanada
    
    Enterprise Voice
    
    1145
    
    1-800-636-9998
    
    canenrep@nortel.comUS & Canada
    
    Enterprise Data
    
    275
    
    n/a
    
    n/aUS & Canada
    
    Services Edge Router (Shasta BSN)(only)
    
    272
    
    n/a
    
    n/a
   U-4




---



##### 



U-5




---



##### 



DRAFT
 The Repair Order Process
 Required Information
 Please have the following information ready when
placing a repair order with Nortel:
 §
    
    Customer or Distributor Name§
    
    Customer I.D (Project #, Site I.D) (as applicable)§
    
    Requestor name, phone and fax number, and e-mail
address§
    
    Method of payment (Credit Card or Purchase Order)§
    
    Customer Ship to Address§
    
    Customer Bill to Address§
    
    Order type (standard or emergency)§
    
    Part number (PEC or CPC or manufacturers part
number)§
    
    Quantity (quantity of 1 per serial number)§
    
    Serial number of the defective part(s) being returned (if
applicable)§
    
    Warranty Status and/or manufacturing date§
    
    Any additional information about product (system type
or software release)§
    
    Any special shipping instructions
 The RMA Number
     
    
    Phone orders  on the day of the call (provided customer supplies all required order
information and confirms order via hard copy fax or e-mail to follow)
  U-6




---



##### 



DRAFT
 
    
    Fax and E-Mail orders  by the end of the next business day (provided all required
information has been included on the parts request form)
 Repair Related Processes    Payment, Warranty, Dispatch Fees
 Method of Payment
  Repair Warranty
  Emergency Part Dispatch Fees
  Material On Loan (MOL) Policy
      U-7




---



##### 



DRAFT
 Returning Defective Material
 In-Service Return Tags
     
  U-8




---



##### 



DRAFT
 Defective Return Packing Slips
    If a Customer uses its own packing slip it must show clearly the following items of information:
 Item
    
    Information RequiredFrom
    
    Customer, Return Address & PhoneShip Date
    
    Date parts are shipped from customerShip via
    
    Carrier nameWaybill number
    
    Carrier tracking numberNumber of Cartons
    
    Number of cartons being sent on shipmentCustomers P.O.#(if applicable)
    
    Customers purchase order numberRepair order number
    
    RMA# issued by NortelSite I.D or Project number
    
    (as applicable)Item NumberQuantity orderedQuantity returnedNortel Part numberDescription of itemSerial number (if applicable)
    
    The serial number for each item shippedShipment requested by
    
    Customer signature
 In the United States
 For Wireline & Wireless Products
    
    For Optical & Enterprise Voice ProductsNortel Networks 
Global Repair Services
    
    Nortel Networks
Global Repair Services1334 Enterprise Drive
    
    6380 Holmes Road, #95West Chester, PA 19380
    
    Memphis, TN 38141Attn: (RMA#)
    
    Attn: (RMA #)
   U-9




---



##### 



DRAFT
 Nortel Shipping Docs
 Nortel Packing Slips
 Outbound shipments from Nortel will contain a packing slip
with the following information:
 Item
    
    Information RequiredFrom
    
    Nortel NetworksCustomer Name and Address
    
    Who and where the shipment is goingContact Name and Telephone #Date OrderedShip Date
    
    Date parts are shipped to customerShip via
    
    Carrier nameWaybill number
    
    Carrier tracking numberNumber of Cartons
    
    Number of cartons sent on shipmentRepair
order number 
Customers P.O.# (If applicable)
    
    RMA# issued when order is placed

Customers purchase order numberItem NumberQuantity ShippedNortel Part number
    
    Both PEC code and CPC are suppliedDescription of itemSerial number (If Applicable)
    
    The serial number for each item shipped.Select ID (If Applicable)Carton NumberSpecial Notes (If Applicable)
    
    For example, notes provided by
customer or Substitution information
       U-10




---



##### 



DRAFT
 Out-of-Box Failures
 Installation Request Process
   For North America, contact the ISC at
 1-800-473-7766 (800-4RESPONse)
  U-11




---



##### 



EXHIBIT V1
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 AFFILIATES
 Affiliate
  [AFFILIATE NAME]By:Name:Title:Address:State of Incorporation:Tax I.D. Number:Date:
 [CRICKET COMMUNICATIONS, INC.]By:Name:Title:Address:Date:




---



##### 



EXHIBIT V-2
 TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 COMPANY ADDENDUM
 Agreement
 Company Information
 Name:Address:State of incorporation or formation:Federal tax ID number:
  
 [COMPANY NAME]
    
    
    
    CRICKET COMMUNICATIONS, INC.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:




---



##### 



EXHIBIT V-3
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 PURCHASER ADDENDUM
 Agreement
 ProCo Information
 Name:Address:State of incorporation or formation:Federal tax ID number:
   [PROCO NAME]
    
    
    
    CRICKET COMMUNICATIONS, INC.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:




---



##### 



EXHIBIT W
TO THE
CRICKET COMMUNICATIONS, INC.
SYSTEM EQUIPMENT PURCHASE AGREEMENT
 MUTUAL NONDISCLOSURE AGREEMENT
 ,
    Permitted Use
  1




---



##### 



Designation
 No Disclosure
 No License or Representations
 No Obligation
  2




---



##### 



Return of Information
 Term and Termination
   Notice
 Cricket Communications, Inc.10307 Pacific Center CourtSan Diego, CA 92121Attn: Legal Department
    
    Attn:Fax: 858-882-6080
    
    Fax:
 Survivability
 Injunctive Relief
 Attorneys Fees
 Governing Law and Forum
  3




---



##### 



Miscellaneous
 Counterparts and Facsimile Delivery
   By:
 Print Name:
 Title:
 By:
 Print Name:
 Title:
    4